NOTE PURCHASE BOOKLET
Tuesday, March 15, 2022
THE OFFERING AND SALE OF SECURED PROMISSORY NOTES
(COLLECTIVELY, “NOTES” AND EACH A “NOTE”) ISSUED BY
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
(THE “COMPANY”), IS MADE ONLY BY MEANS OF THE COMPANY’S
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM.
NOTE PURCHASE BOOKLET
FOR SECURED PROMISSORY NOTES
ISSUED BY PROPERTY PROS CAPITAL, LLC
AN ARIZONA LIMITED LIABILITY COMPANY
THE FOLLOWING PAGES CONTAIN INSTRUCTIONS, TO SERVE AS A
GUIDE TO CORRECTLY COMPLETE THE CORRESPONDING DOCUMENTS
I N O R D E R T O A V O I D P R O C E S S I N G D E L A Y S , F O L L O W T H E
INSTRUCTIONS CLOSELY. INCOMPLETE NOTE PURCHASE BOOKLETS
WILL BE RETURNED TO INVESTORS FOR COMPLETION. INVESTORS
ARE ENCOURAGED TO SEEK INDEPENDENT LEGAL, INVESTMENT AND
TAX ADVICE REGARDING THEIR INDIVIDUAL CIRCUMSTANCES AND
FINANCIAL OBJECTIVES IN DETERMINING WHETHER TO PURCHASE A
NOTE ISSUED BY THE COMPANY.
",
"
NOTE PURCHASE BOOKLET
INVESTOR INSTRUCTIONS
Tuesday, March 15, 2022
In order to purchase Secured Promissory Notes issued by PROPERTY
PROS CAPITAL, LLC, an Arizona limited liability company, please
complete the following:
1. INVESTOR INFORMATION:
print or type the name of the prospective Investor, contact
person, telephone number, fax number, and state or nation of
domicile, total commitment of principal (i.e., the total investment
amount applied for in U.S. Dollars) and any other applicable
information requested on the cover page to the Note Purchase
Agreement.
2. STATUS OF INVESTOR:
Please complete and sign the Investor Questionnaire attached
hereto as Exhibit A.
3. W-9 AND ACH:
Please complete, date and sign the Form W-9 attached hereto as
Exhibit B. In order to have interest paid via direct deposit, please
complete the attached ACH authorization form.
4. INTER-CREDITOR AGREEMENT:
Please complete and sign the Inter-creditor Agreement attached
hereto as Exhibit D.
5. FILE RETENTION:
We recommend retaining copies of your completed documents for
your personal records.
",
"
NOTE PURCHASE BOOKLET
FUNDING INSTRUCTIONS
Tuesday, March 15, 2022
6. FUNDING BY CHECK
Any checks (including money orders and cashiers checks) will
be effective (ACCUMULATING INTEREST) on the date funds
clear. Checks must be made payable to: “PROPERTY PROS”
memo: “INVESTMENT CAPITAl”
7. EXAMPLE OF CHECK:
",
"
NOTE PURCHASE BOOKLET
FUNDING INSTRUCTIONS
Thursday, March 10, 2022
8. ELECTRONIC FUNDING
F u n din g c an b e m ad e
electronically from your mobile
login, from your bank website, or
in person at your local bank
branch. We are unfortunately
unable to initiate electronic
drafts on our end at this time.
W e c an acc e pt a n y of the
following forms of electronic
funding: Bank to Bank transfers,
ACH, Wire Transfer, PayPal, and
we can also request and accept
funding with docusign.
",
"
NOTE PURCHASE BOOKLET
BENEFICIARY DESIGNATION
Tuesday, March 15, 2022
",
"
NOTE PURCHASE AGREEMENT
INVESTMENT DIRECTIVE FORM
Tuesday, March 15, 2022
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
NOTE PURCHASE AGREEMENT FOR SECURED PROMISSORY NOTES
ISSUED BY:
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
Investor name:
{{.FirstName}} {{.LastName}}
Date of Birth:
{{.DateOfBirth}}
Home Address:
{{.HomeAddress}}
Email Address:
{{.EmailAddress}}
Phone Number:
{{.PhoneNumber}}
Social Security:
{{.SocialSecurity}}
Funds Committed:
{{.FundsCommitted}}
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE REGULATORY AUTHORITY HAS
APPROVED OR DISAPPROVED THIS NOTE PURCHASE AGREEMENT OR
THE NOTES PROVIDED FOR HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER THE
SECURITIES LAWS OF ANY STATE, AND THE COMPANY IS UNDER NO
OBLIGATION TO REGISTER THE NOTES UNDER THE SECURITIES ACT
OR ANY SUCH OTHER LAWS IN THE FUTURE.
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of
the date specified on the attached Company Acceptance page (the
“Closing Date”), by and between PROPERTY PROS CAPITAL, LLC, an
Arizona limited liability company (the “Company”), and the investor
executing this Agreement below (the “Investor”). All capitalized
terms that are not specifically defined herein have the same meaning
as defined in the Confidential Private Placement Memorandum dated
September 7, 2021 (the “Memorandum”).
Investor hereby agrees as follows:
1. Sale of Secured Promissory Notes / Commitment / Funding
Subject to the terms and conditions of this Agreement, Investor
hereby agrees to purchase from the Company one or more Secured
Promissory Notes in the form attached hereto as Exhibit C (the
“Note ” when referring in the singular and “Notes ” when
referring to more than one), in the maximum aggregate principal
amount designated on the signature page hereof (the “Committed
Principal”). Investor agrees to fund the purchase of the Notes
and accept delivery of the Notes in the manner and at such time as
provided in Section 1.1.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
1.1. Funding / Issuance of Secured Promissory Notes
Within five (5) days of the Company delivering to the Investor a
written request for funding (each request is referred to herein
as a “Funding Notice”) pursuant to Section 6.10, Investor shall
pay to the Company, in cash in immediately available funds, the
amount described in such Funding Notice (once paid by Investor,
such funded amount together with all other portions of the
Committed Principal previously funded is referred to herein as
the “Funded Principal”). The Company may request funding of the
entire Committed Principal or any portion thereof at any time, and
from time to time, during the Funding Period so long as the
Funded Principal does not exceed the Committed Principal. Upon
Investor’s payment in compliance with a Funding Notice, Company
shall issue and deliver to Investor a Note in the principal amount
of such payment. As used herein, the term “Funding Period” means
the period of time commencing on the Closing Date and ending on
the date that is five (5) years thereafter.
1.2. Acceptance by Company; Irrevocable Commitment:
If this Agreement is accepted by the Company, the Company’s
manager (the “Manager”) will execute this Agreement and deliver
to Investor. This Agreement may be rejected in whole or in part by
the Company. Investor hereby agrees that this Agreement is and
will be irrevocable and will survive and will not be affected by
the subsequent death, disability, incapacity, dissolution,
bankruptcy or insolvency of Investor.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
2. No Minimum Offering:
Investor understands and acknowledges that there is no minimum
offering, there is no escrow account for this Note offering, and
the Company may, and expects to, close on each Note Purchase
Agreement upon its receipt and acceptance by the Company. The
proceeds of this offering will be placed into the Company’s
general operating account and may be immediately spent. There is
no assurance that the Company will be successful in raising any
additional funds beyond Investor’s investment. The funds received
pursuant to each Note Purchase Agreement will not be escrowed
but rather will be deposited immediately into the Company’s
working capital fund. The Company expects to use such funds
immediately for working capital purposes regardless of the
Company’s ability to raise additional funds in this or other
offerings. Regardless of whether the maximum offering of
US$50,000,000 of Securities is completed, the Company will not
return any funds remitted to the Company pursuant to a Funding
Notice. Because the funds of this offering will be commingled
with other funds of the Company in its general bank account, they
will immediately be subject to the claims of its creditors.
3. Representations and Warranties
Investor has been advised that neither the Notes nor the offering
of the Notes has been registered under the Securities Act or
applicable state securities laws, but are being offered and sold
pursuant to exemptions from such laws, and the availability of
such exemptions is predicated in part on Investor representations
contained herein. The Company is relying in part on Investor’s
representations and warranties contained in this Section 3 for
the purpose of qualifying for applicable exemptions from
registration or qualification pursuant to federal or state
securities laws, rules and regulations. Accordingly, Investor
hereby represents and warrants to the Company as follows:
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
3.1. Authority / Enforcement
If Investor is an individual, Investor is a competent adult, and has
the full legal right and power and all authority required to
enter into and to consummate the transactions contemplated
hereby and otherwise to carry out his/her obligations hereunder.
This Agreement has been duly executed by Investor and, when
delivered in accordance with the terms hereof, will constitute
the valid and binding obligations of Investor, enforceable against
Investor in accordance with its terms.
3.2. No Conflicts
The execution, delivery and performance of this Agreement by
Investor and the consummation by Investor of the transactions
contemplated hereby do not and will not (a) conflict with, or
constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument or other understanding
to which Investor is a party or by which any property or asset of
Investor is bound or affected, or (b) result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to
which Investor is subject (including federal and state securities
laws and regulations), or by which any property or asset of
Investor is bound or affected.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
3.3. Litigation
There are no legal proceedings pending or, to Investor’s
knowledge, threatened that are reasonably likely to prohibit or
restrain the ability of Investor to enter into this Agreement or
consummate the transactions contemplated hereby.
3.4. No Consent
No consent, approval, authorization, writ, ruling, order,
directive, judgment or decree of, notice to, or registration,
declaration or filing with, any governmental authority or agency
or any person or entity is required on the part of Investor in
connection with the execution and delivery of this Agreement and
the performance of Investor’s obligations hereby.
3.5. Accredited Investor Status
Investor is an “accredited investor” (as that term is defined in
Rule 501(a) promulgated under the Securities Act) and has
reviewed and completed Exhibit A hereto. Investor agrees to
provide any additional documents and information that the
Company reasonably requests for purposes of determining
whether Investor is an accredited investor.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
3.6. Tax Identification
Investor represents, warrants and agrees that it will submit with
this Agreement, a properly completed Form W-9 attached hereto as
Exhibit B and will cooperate with the Company upon its request to
update and maintain such Form W-9.
3.7. High Degree of Risk investor understands and acknowledges
that an investment in notes is an investment involving a high
degree Of risk. Investor has carefully read and understands the
risk factors contained in the Memorandum provided to such
Investor and understands that there can be no assurance that the
Company will be able to achieve its investment objective.
3.8. [Intentionally Omitted.]
Restricted Securities Investor understands and acknowledges
that the Notes have not been registered under the Securities Act
or applicable state securities laws, are characterized as a
“restricted security” thereunder, and, therefore, cannot be sold
or transferred unless they are subsequently registered under
the Securities Act and all applicable states securities laws or an
exemption from such registration is available.
Investor agrees not to sell or otherwise transfer or dispose of
the Notes or any interest therein unless (a) the Notes are
registered under the Securities Act and all applicable state
securities laws or the Investor obtains an opinion of counsel
which is satisfactory to the Company that the Notes may be sold in
reliance on an exemption from such registration requirements,
and (b) Investor has complied in all respects with the terms and
conditions set forth in the Notes, including any restrictions on
transfer set forth therein.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
3.10. No Market For Notes
Investor understands and acknowledges that (a) there is presently
no public market for the Notes and it is unlikely that any public
market will ever develop; (b) the Company has no obligation to
register any of the Notes for resale or transfer under the
Securities Act or any state securities laws and has no obligation or
intention to take any action which would make available an exemption
from the registration requirements of any such laws for the resale
or transfer of the Notes; (c) Investor therefore may be precluded
from selling or otherwise transferring or disposing of the Notes,
or any interest therein, for an indefinite period of time or at any
particular time; and (d) the Company may place a legend on the Notes
indicating that the Notes are restricted.
3.11. No Intent To Distribute or Resell
Investor is acquiring the Notes for Investor’s own account for
investment, with no intention of distributing or reselling any
interest therein within the meaning of the Securities Act, and will
not transfer the Notes in violation of the Securities Act or the then
applicable rules or regulations thereunder or any other applicable
law. Investor has no contract, undertaking, agreement or
arrangement to sell or
otherwise transfer or dispose of the Notes or any interest therein
to any other party. Investor understands and acknowledges that the
Company will have no obligation to recognize the ownership,
beneficial or otherwise, of any Notes by anyone other than Investor,
except as provided in the Notes.
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
3.12. Suitability
Investor has such knowledge and experience in financial and
business matters to evaluate the merits and risks
of acquiring the Notes and of making an informed investment
decision with respect thereto. Investor has adequate means of
providing for Investor’s current needs and personal contingencies,
has no need for liquidity in Investor’s investment in the Notes, and is
able to bear the financial and other risks of holding the Notes for
an indefinite period of time. All of Investor’s investments in and
commitments to non-liquid investments are, and after the purchase
of the Notes will be, reasonable in relation to Investor’s net worth
and current needs. Any financial information which is provided by
Investor, or is subsequently submitted by Investor at the request of
the Company, does or will accurately reflect Investor’s financial
condition with respect to which Investor does not anticipate any
material adverse change.
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
3.13. Due Diligence; Access to Information
Investor has reviewed and understands (a) the Notes, (b) the
Memorandum, (c) this Agreement, and (d) the Inter-creditor
Agreement (the documents referenced in clauses (a) through (d) are
collectively referred to herein as the “Note Transaction
Documents ”), and has conducted Investor ’s own due diligence
investigation of the Company and its business, operations and
financial condition, assets, liabilities and prospects, and has had
access to any and all information, including all documents, records
and books pertaining to the Company that Investor deemed necessary
or appropriate to enable Investor to make a fully informed decision
in connection with Investor’s investment in the Notes. Investor
acknowledges and agrees that, except as set forth in the Note
Transaction Documents, or an additional written document (executed
by the Manager of the Company), which clearly and explicitly
indicates that Investor is entitled to rely thereon, Investor has
neither received, nor is entitled to rely upon, any representations
or warranties from the Company or any manager, officer, employee
or agent thereof.
Subject to the paragraph above: (x) the Company has made available
all additional information that Investor has requested in connection
with the transactions contemplated by the Note Transaction
Documents; (y) Investor has been provided the opportunity to ask
questions of and receive answers from the Company concerning the
terms and conditions of the Note Transaction Documents and the
purchase of the Notes; and (z) Investor has been provided the
opportunity to obtain any additional information (to the extent the
Company had such information or could acquire it without
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
unreasonable effort or expense) necessary to verify the accuracy of
information otherwise furnished by the Company, its Manager or its
officers. Investor has investigated the acquisition of the Notes to
the extent Investor deemed necessary or desirable and the Company
has provided Investor with any assistance Investor has requested in
connection therewith.
3.14. Reliance on Investor’s Advisors
Investor understands and acknowledges that Investor has been
encouraged to rely upon the advice of Investor’s legal counsel,
accountants, and financial advisers with respect to the legal,
accounting, investment, tax and other considerations relating to its
investment in the Notes. Investor is not relying on the Company or
any of its members, managers, officers, employees, agents or
representatives for legal, accounting, investment or tax advice, and
Investor has sought independent legal, accounting, investment and
tax advice to the extent Investor has deemed necessary or
appropriate in connection with Investor’s decision to purchase the
Notes.
3.15. No Endorsement: Investor understands and acknowledges that
no federal or state agency (including, but not limited to, the
Securities and Exchange Commission, and the securities commissions
and authorities of any state) has approved or disapproved the Notes,
or made any finding or determination as to the fairness of the Notes
for investment and that any representation to the contrary is a
criminal offense.
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
Investor understands that the Note Transaction Documents do not
purport to satisfy the “prospectus” requirements that would apply
to the issuance of the Notes if the offering of the Notes were a
“public offering” within the meaning of the Securities Act.
3.16. Residency
For purposes of the application of state securities laws, Investor
represents that Investor is a bona fide resident of, and/or is
domiciled in, the state (or if a non-U.S. person, the city and country)
set forth in such Investor’s residence address on the signature page
hereto. Investor intends that the state securities laws of the state
listed as Investor’s address will govern this transaction.
3.17. No View to Tax Benefits
Investor is not acquiring the Notes with a view to realizing any
benefits under U.S. federal income tax laws, and no representations
have been made to Investor that any such benefits will be available
as a result of Investor’s acquisition, ownership or disposition of the
Notes.
3.18. Public Disclosure Issues
Investor represents and warrants that if any of its beneficial
owners are public agencies that are subject to state or federal laws
providing for the possible public disclosure of certain records and
information relating to the activities of such public agencies,
Investor has taken steps necessary (including entering into
confidentiality agreements), which restrict the access of such
beneficial owners to certain information and protects information
about the Company and its investments from being publicly disclosed
by such a public agency.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
3.19. Source of Funds
The money to be loaned to the Company in connection with Investor’s
purchase of the Notes is not related to, or derived from, any
activities that would be illegal under United States law.
3.20. Regulation S
If Investor is a non-U.S. Person (as defined in Regulation S
promulgated under the Securities Act) purchasing the Notes in an
offshore transaction:
(a) Investor is not acquiring the Notes as a result of, and will not
engage in, any “directed selling efforts” (as defined in Regulation S
promulgated under the Securities Act) in the United States in
respect of Notes which would include any activities undertaken for
the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the
resale of any of the Notes;
(b) Investor is outside the United States when receiving and
executing this Agreement;
(c) the Notes may not be offered or sold to a U.S. Person or for the
account or benefit of a U.S. Person prior to the end of the
expiration of a period of one year after the date of original issuance
of the Notes;
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
d) Investor is knowledgeable of, or has been independently advised
as to, the applicable securities laws of the securities regulators
having application in the jurisdiction in which the Investor is
resident (the “International Jurisdiction”) which would apply to the
acquisition of the Notes;
(e) Investor is purchasing the Notes pursuant to exemptions from
prospectus or equivalent requirements under applicable securities
laws or, if such is not applicable, Investor is permitted to purchase
the Notes under the applicable securities laws of the securities
regulators in the International Jurisdiction without the need to
rely on any exemptions; and
(f) Investor acknowledges that the applicable securities laws of the
authorities in the International Jurisdiction do not require the
Company to make any filings or seek any approvals of any kind
whatsoever from any securities regulator of any kind whatsoever in
the International Jurisdiction in connection with the issue and sale
or resale of any of the Notes.
4. Representations and Warranties of Organizations
If Investor is a corporation, partnership, limited liability company,
trust or other organization, Investor hereby makes the following
additional representations and warranties to the Company (if
Investor is an individual who is investing through a revocable trust,
an IRA or an account in a self- directed employee benefit plan (a
“Self-Directed Entity”), the representations and warranties apply to
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
the Self-Directed Entity, and, for this purpose, the term “Investor”
will be deemed to refer to the Self- Directed Entity):
4.1. Authorization
Investor has full power and authority to acquire the Notes, and the
individual executing this Agreement on behalf of Investor has been
duly authorized to do so and to bind Investor by this Agreement.
4.2. Institutional Investors
Subject to Section 4.4, Investor’s stockholders, partners, members
or other beneficial owners, if any, have no individual discretion as
to their participation or non-participation in the Notes and will have
no individual discretion as to their participation or non-
participation in particular investments made by the Company.
4.3. Not Formed For The Purpose Of Investing In The Company
Subject to Section 4.4, Investor was not, or will not be, formed or
“recapitalized” (as defined below) for the specific purpose of
acquiring the Notes. For the purpose of the preceding sentence, the
term “recapitalized” will include, without limitation, new
investments made in Investor solely for the purpose of financing its
acquisition of the Notes and not made pursuant to a prior financial
commitment.
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
5. Indemnification by Investor
Investor agrees to indemnify, defend, and hold harmless the
Company and its respective officers, directors, employees, members,
managers, agents, control persons (within the meaning of Section 15
of the Securities Act), representatives and affiliates against all
losses, liabilities, claims, damages, and expenses whatsoever
(including, but not limited to, any and all expenses incurred in
investigating, preparing, or defending against any litigation
commenced or threatened or claim) based upon or arising out of any
actual or alleged false acknowledgment, representation or
warranty, or misrepresentation or omission to state a material fact,
or breach by Investor of any covenant or agreement made by Investor
herein or in any other document delivered in connection with this
Agreement.
6. Miscellaneous
6.1. Survival of Representations and Warranties
The warranties, representations and covenants contained in or made
pursuant to this Agreement will survive the execution and delivery
of this Agreement and the Closing Date.
6.2. Entire Agreement
This Agreement (including the completed Exhibit A), together with
each Funding Notice and the other the Note Transaction Documents,
constitutes the entire, final, complete and exclusive agreement
between the Company and Investor with respect to the purchase and
sale of the Notes, and supersedes, and may not be contradicted,
explained or supplemented by evidence of, any prior written or oral
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
agreement, any contemporaneous oral agreement or any inconsistent
additional terms.
6.3. Governing Law
This Agreement will be governed by and construed and interpreted
in accordance with the laws of the State of Arizona, without
reference to conflicts of law principles that would require the
application of any other law.
6.4. Dispute Resolution; Consent To Jurisdiction; Waiver of Jury
Trial
(a) If any dispute arises between the parties arising out of or
relating to this Agreement (the “Dispute”), they will first utilize
the procedures specified in Sections 6.4(a)-(m) (the “Procedure”)
prior to commencing any action or proceeding in any court; provided,
however, that nothing contained in this Section 6.4 will preclude
the Company from filing a judicial proceeding seeking equitable or
injunctive relief.
(b) The party seeking to initiate the Procedure will give written
notice to the other party, describing in general terms the nature of
the Dispute, the initiating party’s claim for relief and identifying
one or more individuals with authority to settle the Dispute on such
party’s behalf. The party receiving such notice will have three (3)
business days within which to designate by written notice to the
initiating party, one or more individuals with the authority to settle
the Dispute on such party’s behalf. The individuals so designated
will be known as the “Authorized Individuals.” AA
(c) The Authorized Individuals, once so identified by the parties, will
have three (3) business days to submit to each other a written list of
acceptable qualified attorney-mediators not
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
affiliated with either of the parties. Within one (1) business day
from the date for receipt of such list, the Authorized Individuals
will rank the mediators in numerical order of preference and
exchange such rankings. If no mediator has been selected by this
procedure, within two (2) business days after the date of receipt of
the list referred to in the first sentence of this Section 6.4(c), the
Authorized Individuals will initiate mediation in accordance with the
rules and procedures of the American Arbitration Association.
(e) In consultation with the mediator selected, the Authorized
Individuals will promptly designate a mutually convenient date for
the mediation, which will take place in Arizona and, such time to be
not later than fourteen (14) calendar days after selection of the
mediator.
(f) In the event either party has substantial need for information in
the possession of the other party in order to prepare for the
mediation, the parties will attempt in good faith to agree to
procedures for the expeditious exchange of such information, with
the help of the mediator if required.
(g) At least three (3) calendar days prior to the first scheduled
session of the mediation, each party will deliver to the mediator and
to the other party concise written summary of its views on the
matter in Dispute and such other matters required by the mediator.
The mediator may also request that a confidential issue paper be
submitted by each party to him.
(h) In the mediation, each party will be represented by an Authorized
Individual and may be represented by counsel. In addition, each party
may, with permission of the mediator, bring such additional persons
as needed to respond to questions, contribute information, and
participate in the negotiations.
(i) The mediator will determine the format for the meetings, designed
to assure that both the mediator and the Authorized Individuals
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
have affiliated with either of the parties. Within one (1) business
day from the date for receipt of such list, the opportunity to hear
an oral presentation of each party’s views on the matter in dispute,
and that the authorized parties attempt to negotiate a resolution of
the matter in dispute, with or without the assistance of counsel or
others, but with the assistance of the mediator. To this end, the
mediator is authorized to conduct both joint meetings and separate
private caucuses with the parties. The mediation session will be
private. The mediator will keep confidential all information learned
in private caucus with any party unless specifically authorized by
such party to make disclosure of the information to the other party.
The parties commit to participate in the proceedings in good faith
with the intention of resolving the Dispute if at all possible.
(j) The parties agree to participate in the mediation procedure to its
conclusion. The mediation will be terminated (i) by the execution of a
settlement agreement by the parties, (ii) by a declaration of the
mediator that the mediation is terminated, or (iii) by a written
declaration of a party to the effect that the mediation process is
terminated at the conclusion of one (1) full day’s mediation session.
(k) The fees and expenses of the mediator will be shared equally by
the parties. The mediator will be disqualified as a witness,
consultant, expert or counsel for any party with respect to the
Dispute of any related matters.
(l) Mediation is a compromise negotiation for purposes of federal
and state Rules of Evidence and constitutes privileged
communication under Arizona law. The entire mediation process is
confidential, and no stenographic, visual or audio record will be
made. All conduct, statements, promises, offers, views and opinions,
whether oral or written, made in the course of the mediation by any
party, their agents, employees, representatives or other invitees and
by the mediator are confidential and will, in addition and when
appropriate, be deemed privileged. Such conduct, statements,
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
affiliated with either of the parties. Within one (1) business day
from the date for receipt of such list, the A promises, offers, views
and opinions will not be discoverable or admissible for any purpose,
including impeachment, in any litigation or other proceeding
involving the parties, and will not be disclosed to anyone not an
agent, employee, expert, witness, or representative of either of the
parties; provided, however, that evidence otherwise discoverable or
admissible is not excluded from discovery or admission as a result of
its use in the mediation.
(m) If the Dispute has not been resolved pursuant to the Procedure,
then either party may commence an action or proceeding in any
federal or state court located in Maricopa County, Arizona. Each
party hereto irrevocably submits to the exclusive jurisdiction of the
federal and state courts located in Maricopa County, Arizona, for
the purposes of any action or proceeding arising out of or relating
to this Agreement. Each party hereto hereby consents to jurisdiction
and agrees that venue will lie in the state or federal courts within
Maricopa County, Arizona, with respect to any claim or cause of
action arising under or relating to this Agreement. Each party
hereto hereby waives any objection based on forum non convenes and
waives any objection to venue of any action instituted hereunder. If
any legal action or other proceeding is brought in connection with
this Agreement, except as set forth in Section 6.4(k) above, the
prevailing party will be entitled to recover reasonable attorneys’
fees, accounting fees, and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be
entitled. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
affiliated with either of the parties. Within one (1) business day
from the date for receipt of such list, THEREFORE, EACH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
6.5. Successors and Assigns
This Agreement and the covenants and agreements contained herein
will be binding on, and inure to the benefit of, the heirs, executors,
administrators, personal representatives, successors and permitted
assigns of the respective parties hereto.
6.6. Captions
The section titles are for convenience of reference only and will
not control or alter the meaning of this Agreement set forth in the
text.
6.7. Counterparts
This Agreement may be executed simultaneously in one or more
counterparts, but all such counterparts taken together will
constitute one and the same Agreement. The exchange of copies of
this Agreement and of signature pages by facsimile transmission,
digital signing service (such as DocuSign) or a .PDF delivered via
email will constitute effective execution and delivery of this
Agreement as to the parties hereto and may be used in lieu of the
original Agreement for all purposes.
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
6.8. Severability
If any provision of this Agreement, or the application of such
provision to any person or circumstance, will be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder
of this Agreement, or the application of such provision to persons or
circumstances other than those to which it is held to be invalid or
unenforceable, will not be affected thereby.
6.9. Anti-Terrorism Matters
Investor hereby authorizes the Manager to take, without prior
notice to Investor, such action as it determines to be reasonably
necessary or advisable to comply, or to cause the Company to comply,
with any anti-terrorist laws, rules, regulations, directives or
special measures. Without limiting the foregoing, the Managers may
disclose any information concerning the Company or Investor
necessary to comply with such laws, rules, regulations, directives
or special measures, and Investor will provide such Manager,
promptly upon request, all information they reasonably deem
necessary or advisable to comply with such laws, rules, regulations,
directives or special measures.
",
"
6.10. Notices Any notice, demand or request required or permitted to
be given under this Agreement will be in writing and will be deemed
given
a) when delivered personally (including by recognized national
or international courier),
(b) when receipt is confirmed if sent by facsimile, or
(c) ten (10) days after deposited in the mail, if mailed by
registered or certified mail, with postage prepaid, and
addressed
(x) if to the Company, to the address set forth on the Company
Acceptance,
(y) if to Investor, to the address set forth on the signature
page hereto, or
(z) to such other address as either affiliated with either of the
parties. Within one (1) business day from the date for receipt of
such list, the Investor or the Company will designate to the
other by written notice.
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
",
"
6.11. Legal Proceedings
If Investor has served, is currently serving, or reasonably expects
to serve as a plaintiff in a lawsuit, arbitration or other legal
proceeding, please indicate below and attach a supplemental sheet
describing such lawsuit(s), arbitration(s) or legal proceeding(s).
Check the appropriate box below:
•
Investor has not served, is not currently serving, and does not
reasonably expect to serve as a plaintiff in a lawsuit,
arbitration or other legal proceeding
•
Investor has served, is currently serving, and/or reasonably
expects to serve as a plaintiff in a lawsuit, arbitration or other
legal proceeding (see attached supplement)
6.12. Additional Information
Investor agrees to provide to the Company such additional
information regarding Investor as the Company may reasonably
request in order to assure or demonstrate compliance with
applicable securities law or other laws or for any other legitimate
purpose.
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
",
"
NOTE PURCHASE AGREEMENT
Tuesday, March 15, 2022
IN WITNESS WHEREOF, the undersigned has executed this Agreement
for the441414 purchase of Notes to be issued by the Company in the
maximum aggregate principal amount set forth below. Upon
acceptance of this Agreement by the Company, the Company will
deliver the Agreement to the Investor.
COMMITMENT TO PURCHASE NOTES
Maximum Aggregate Principal Amount To Be Loaned To The Company
(“Committed Principal”): US${investment amount}
in accordance with Federal anti money laundering laws. The Company
requires that you furnish a copy of your valid State ID card, State
DL card, or US passport.
INVESTOR INFORMATION
Legal Name Cell Phone Email
Legal address Date of Birth SSN
Tax Filing Status Todays Date Signature
",
"
NOTE PURCHASE AGREEMENT
Thursday, March 10, 2022
Company Acceptance
The undersigned hereby accepts the foregoing Note Purchase
Agreement and agrees to issue one or more Notes to the Investor
upon payment pursuant to Section 1.1 of the Note Purchase
Agreement, but not to exceed the Committed Principal amount set
forth below.
Authorized Representative signing on behalf of
PROPERTY PROS CAPITAL, LLC
Committed Principle
Printed Name Signature
Individual Investor
Today’s Date:
Printed Name: Signature
",
"
Exhibit A
Securities laws representations
Thursday, March 10, 2022
To be qualified to invest in the Securities, the Investor must be an
“accredited investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).
The Issuer will rely upon the accuracy and completeness of the
information provided in this Questionnaire as well as through
additional reasonable steps in establishing that the issuance of the
Securities is exempt from the registration requirements of the
Securities Act.
ACCORDINGLY, THE INVESTOR IS OBLIGATED TO READ THIS
QUESTIONNAIRE CAREFULLY AND TO ANSWER THE ITEMS CONTAINED
HEREIN COMPLETELY AND ACCURATELY.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE
TREATED CONFIDENTIALLY. However, the Investor understands and
agrees that the Issuer may present, upon giving prior notice to the
Investor, this Questionnaire to such parties as the Issuer deems
appropriate if called upon to establish that the issuance of the
Securities (i) is exempt from the registration requirements of the
Securities Act or (ii) meets the requirements of applicable state
securities laws; provided however that the Issuer need not give prior
notice to the Investor of its presentation of this Questionnaire to
the Issuer’s regularly employed legal, accounting and financial
advisors.
",
"
Exhibit A
Securities laws representations
Thursday, March 10, 2022
The Investor understands that this Questionnaire is merely a
request for information and is not an offer to sell, a solicitation of
an offer to buy, or a sale of the Securities. The Investor also
understands that the Investor may be required to furnish additional
information.
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
PLEASE NOTE THE FOLLOWING INSTRUCTIONS BEFORE COMPLETING
THIS INVESTOR QUESTIONNAIRE.
Unless instructed otherwise, the Investor should answer each
question on the Questionnaire. If the answer to a particular
question is “None” or “Not Applicable,” please so state. If the
Questionnaire does not provide sufficient space to answer a
question, please attach a separate schedule to your executed
Questionnaire that indicates which question is being answered
thereon. Persons having questions concerning any of the
information requested in this Questionnaire should consult with
their purchaser representative or representatives, lawyer,
accountant or broker
",
"
CONFIDENTIAL INVESTOR DATA
Thursday, March 10, 2022
Name: ______________________________
Employment and Business Experience
D.O.B:
Business:
Present occupation:
Salary:
Do you own your own business?
are you otherwise employed?
Name and type of business employed by or owned:
Present title
position:
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
Length of service in present title:
Occupation:
Name of Employer:
Owned Business:
Years of Service:
Do you have any professional licenses or registrations, including
bar admissions, accounting certificates, real estate brokerage
licenses, investment adviser registrations and SEC or state
broker-dealer registrations?
Yes: ____________ No: ____________
If yes, please list such licenses or registrations, the date(s) you
received the same, and whether they are in good standing:
My INVESTMENT OBJECTIVE: Capital appreciation
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
6. Investor Status
To be qualified to invest in the Securities, the Investor must be an
Accredited Investor. Please check the appropriate representation
that applies to you.
I am an Accredited Investor (as defined in Rule 501 of Regulation D
promulgated under the Securities Act) because I certify that (check
all appropriate descriptions that apply):
a. I am a natural person whose individual net worth, or joint net
worth with my spouse, exceeds $1,000,000. For purposes of this
item 6, “net worth” means the excess of total assets at fair market
value (including personal and real property, but excluding the
estimated fair market value of a person’s primary home) over total
liabilities. Total liabilities exclude any mortgage on the primary
home in an amount of up to the home’s estimated fair market value
as long as the mortgage was incurred more than 60 days before
the Securities are purchased, but includes (i) any mortgage
amount in excess of the home’s fair market value and (ii) any
mortgage amount that was borrowed during the 60-day period
before the closing date for the sale of Securities for the purpose
of investing in the Securities.
I am a natural person who had individual income exceeding
$200,000 in each of the last two calendar years and I have a
reasonable expectation of reaching the same income level in the
current calendar year. For purposes of this Section 6, “income”
means annual adjusted gross income, as reported for federal
income tax purposes, plus (i) the amount of any tax-exempt interest
income received; (ii) the amount of losses claimed as a limited
partner in a limited partnership; (iii) any deduction claimed for
depletion; (iv) amounts contributed to an IRA or Keogh retirement
plan; (v) alimony paid; and (vi) any gains excluded from the Exhibit
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
calculation of adjusted gross income pursuant to the provisions of
Section 1202 of the Internal Revenue Code of 1986, as amended.
I am a natural person who had joint income with my spouse exceeding
$300,000 in each of the last two calendar years and I have a
reasonable expectation of reaching the same income level in the
current calendar year, as defined above.
I am a director, executive officer or general partner of the Issuer,
or a director, executive officer or general partner of a general
partner of the Issuer. (For purposes of this Section 6, executive
officer means the president; any vice president in charge of a
principal business unit, division or function, such as sales,
administration or finance; or any other person or persons who
perform(s) similar policymaking functions for the Issuer.)
7. Representations
I represent that:
a. I have sufficient knowledge and experience in similar investments
to evaluate the merits and risks of an investment in the Company, or
I have retained an attorney, accountant, financial advisor or
consultant as my purchaser representative. If applicable, the name,
employer, address, and telephone number of my purchaser
representative follows:
b. I and, if applicable, my purchaser representative, have received
information regarding the Company and the Securities; and I and, if
applicable, my purchaser representative, understand the
information provided and the risks involved in this transaction. I
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
and, if applicable, my purchaser representative have been given the
opportunity to ask questions and obtain material and relevant
information from the Company enabling me to make an informed
investment decision. All data that I and, if applicable, my purchaser
representative, have requested has been furnished to me.
c. Any Securities I may acquire will be for my own account for
investment and not with any view to the distribution thereof, and I
will not sell, assign, transfer or otherwise dispose of any of the
Securities, or any interest therein, in violation of the Securities Act
or any applicable state securities law.
d. I understand that (i) any Securities I may acquire will not be
registered under the Securities Act or any applicable state
securities law and may not be sold or otherwise disposed of unless
it is registered or sold or otherwise disposed of in a transaction
that is exempt from such registration and (ii) the certificates
representing the Securities will bear appropriate legends
restricting the transferability thereof.
e. If applicable, I have not incurred any debt secured by my primary
residence for the purpose of inflating my net worth to qualify as an
accredited investor or for the purpose of raising funds to invest in
the Securities. Between the date I complete this Questionnaire and
the date the Securities are sold, I do not intend to, and will not,
incur any debt to be secured by my primary residence for the purpose
of either inflating my net worth to qualify as an accredited investor
or raising funds to invest in the Securities.
",
"
Exhibit A
Investor Questionnaire
Thursday, March 10, 2022
I understand that the Company will rely upon the completeness and
accuracy of the Investor’s responses to the questions in this
Questionnaire in establishing that the contemplated transactions
are exempt from the Securities Act and hereby affirm that all such
responses are accurate and complete. I will notify the Company
immediately of any changes in any of such information occurring
prior to the acceptance of my subscription.
8. Manner of Solicitation
Please state the manner in which you became aware of the investment
(i.e., by personal contact or acquaintance with an investment advisor
or counselor, with the Company’s personnel, a broker-dealer, or
otherwise), the name of the contact person, and the date such
contact was made:
",
"
Exhibit B
Form W-9
Thursday, March 10, 2022
(Document is attached)
",
"
Exhibit C
Form of Promissory Note
Thursday, March 10, 2022
AN INVESTMENT IN PROPERTY PROS CAPITAL, LLC, AN ARIZONA
LIMITED LIABILITY COMPANY (THE “COMPANY”) INVOLVES A HIGH
DEGREE OF RISK AND IS VERY SPECULATIVE. PARTICIPATING IN THIS
INVESTMENT COULD RESULT IN A COMPLETE LOSS OF ANY SUCH
INVESTMENT IN THE COMPANY. BY PARTICIPATING IN THIS OFFERING,
THE INVESTOR IS REPRESENTING TO THE COMPANY THAT IT IS ABLE
TO BEAR THE SUBSTANTIAL ECONOMIC RISKS OF THE INVESTMENT IN
THIS NOTE, HAS NO NEED FOR LIQUIDITY IN SUCH INVESTMENT AND,
AT THE PRESENT TIME, COULD AFFORD A COMPLETE LOSS OF SUCH
INVESTMENT.
THE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER THE
SECURITIES LAWS OF ANY STATE (COLLECTIVELY WITH THE
SECURITIES ACT, THE “ACTS”), AND THE COMPANY IS UNDER NO
OBLIGATION TO REGISTER THE NOTE UNDER THE ACTS IN THE
FUTURE.
THE NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (A) IN
ACCORDANCE WITH THE TERMS OF THIS NOTE AND (B) PURSUANT TO
A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACTS OR AN
OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO
THE COMPANY, THAT AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACTS IS AVAILABLE FOR SUCH OFFER, SALE,
TRANSFER, PLEDGE OR HYPOTHECATION.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE REGULATORY AUTHORITY HAS
APPROVED OR DISAPPROVED THIS NOTE. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
FOR VALUE RECEIVED, Property Pros Capital, LLC, an Arizona Limited
liability company (“Borrower”), promises to pay to {name of investor}
an individual investor (“Holder”) on or before the Maturity Date (as
defined below) the principle amount of {spelled out amount} &
00/100 in UNITED STATES DOLLARS (${principle}.00) + ${Interest}.00
interest after 100 days, or such lesser amount as is outstanding
from time to time. the sum of the combined total principal balance
and unpaid accumulated interest together ${& 00/100 UNITED
STATES Dollars
with interest on the principal balance outstanding from time to time
from the date hereof.
The following is a statement of the rights of Holder and Borrower
under this Secured Promissory Note (this “Note”) and the conditions
to which this Note is subject and to which Holder, by the acceptance
of this Note, agrees:
1. Principal. On the one hundredth day from the date funds clear
(as may be extended pursuant to this Section 1, the “Maturity
Date”), the entire unpaid principal balance of this Note, if not
sooner paid, will be due and payable. Borrower may, in its sole
and absolute discretion, extend the Maturity Date for up to
EIGHT (8) one hundred day periods upon written notice to Holder
no later than the Maturity Date then in effect.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
2. Interest. This Note bears interest at a fixed daily rate of 1/30 of a
Percent (12.17%) per annum (based on a 360-day year), which interest
will be calculated daily using a 30-day standardized month. The
interest calculation is as follows: {Principle Investment} x .01 / 30 =
Interest of US $ will accrue, and be due and payable
to Holder upon direct written request by lender, delivered to
borrower no later than 12:00pm pst on the maturity date of the 100
day investment term. Upon such occurrence, borrow will pay Lender
no later than 30 days past the last day of the commenced 100
calendar day investment term unless Lender elects to renew their
investment for an additional term. (subject to an adjustment for the
start date of the term based on the actual date funds clear). On the
Maturity Date, all accrued and unpaid interest on this Note, if not
sooner paid, will be liquid and accessible upon direct written
request, payable by check, ACH, or Wire Transfer without any
applicable fees or charges.
(a) At any time, Borrower may, without prepayment penalty or
premium, prepay all or any portion of the principal indebtedness of
the Note and any interest accrued thereon.
(b) Payments made by Borrower pursuant to this Note will be applied
(i) first, to the reduction of any outstanding principle, and (ii)
second, accrued, but unpaid interest. Any provision of this Note may
be amended, waived or modified only upon the written consent of
both Borrower and Holder.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
6. Governing Law. This Note has been executed and delivered, and
will be deemed to have been made, in Phoenix, Arizona. This Note is
governed by, and will be construed and enforced in accordance with,
the laws of the State of Arizona, without giving effect to any
conflict of laws rules.
7. Dispute Resolution. Any dispute arising under this Note will be
resolved pursuant to the terms set forth in Section 6.4 of that
certain Note Purchase Agreement by and between Borrower and
Holder dated (the “Note Purchase Agreement”).
8. Waivers. Lender hereby waives diligence, demand for payment,
presentment for payment, protest, notice of nonpayment, notice of
protest, notice of intent to accelerate, notice of acceleration,
notice of dishonor, and notice of nonpayment, and all other notices
or demands of any kind and expressly agrees that, without in any way
affecting the liability of Borrower, endorsers, guarantors, or
sureties, Holder hereof may extend any maturity date or the time for
any payment due hereunder, accept additional security, release any
person liable, and release any security or guaranty.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
9. Interest Rate Limitation. Borrower hereby agrees to pay the sum
of the interest rate provided for herein, together with any
additional interest or charges in connection with, and pursuant to,
this Note. To the extent all such amounts payable hereunder
increase the effective yield with respect to the Note, Holder and
Borrower agree that none of the terms and provisions contained
herein will be construed to create a contract for the use,
forbearance or detention of money requiring payment of interest at
a rate in excess of the maximum interest rate permitted to be charged
by the laws of the State of Arizona. In such event, if any holder of
this Note will collect monies which are deemed to constitute
interest which would otherwise increase the effective interest rate
on this Note to a rate in excess of the maximum rate permitted to be
charged by the laws of the State of Arizona, all such sums deemed to
constitute interest in excess of such maximum rate will, at the
option of the holder, be credited to the payment of other amounts
payable under the Note or returned to Borrower.
10. Maintaining a Register; Transfers of the Note. Borrower shall
maintain, at Borrower’s office, (i) a register (the “Register”) for the
recordation of the name and address of Holder and amounts owing to
such Holder pursuant to the terms of this Note, and (ii) a copy of
each Transfer (defined below) delivered to Borrower. The entries in
the Register shall be conclusive absent manifest error, and
Borrower and Holder shall treat each party whose name is recorded
in the Register pursuant to the terms hereof as a Holder hereunder
for all purposes of this Note. The Register, or portions thereof, as
reasonably determined by Borrower, shall be available to Holder at
any reasonable time and from time to time upon reasonable prior
notice.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
(a) Holder is authorized, without limitation, to assign, convey,
dispose of, exchange, sell or otherwise transfer (each a “Transfer”)
all or a portion of this Note to any individual, firm, corporation,
partnership, limited liability company, unlimited liability company,
association, trust, estate, or other legal entity (each a “Person”);
provided, that such Transfer is completed in accordance with the
terms and conditions of this Section 10. Borrower shall fully
cooperate with Holder, in Holder’s capacity as transferor, and any
Person, in such Person’s capacity as transferee, in effectuating
such Transfer. Holder and Borrower acknowledge that it is not
possible to Transfer this Note, or a portion thereof, or an interest
herein, without Borrower’s confirmed knowledge of such.
(b) Borrower is not obligated to recognize any Person, other than
Holder, as having an interest in this Note, or any portion thereof,
despite any notice to the contrary, unless such Person has an
interest in this Note, or a portion thereof, as a result of a Transfer
consummated as set forth herein.
(i) A Transfer of all or a portion of this Note shall be consummated
by (A) Holder, as transferor, surrendering this Note to
Borrower, and (B) upon doing so, Borrower immediately and
automatically reissuing this Note (or a new note similar, in all
material respects with this Note) to the transferee.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
(ii) Alternatively, a Transfer of all or a portion of this Note shall
be consummated through book-entry form as contemplated herein.
Borrower covenants to maintain the Register, and to record the
ownership of this Note in Borrower’s books and records. As an
alternative to a Transfer contemplated in Section 10(b)(i), a
Transfer of all or a portion of this Note may be consummated upon
Holder advising Borrower, in writing, of such proposed Transfer
and directing Borrower to register a transfer of ownership of the
Note on the Register. Upon receipt of such written notice from
Holder, Borrower covenants to automatically change the ownership
registration in the Register with respect to such Transfer. In such a
case, a Transfer shall not be complete until Borrower has changed
the registration in the Register with respect to such Transfer.
(iii) Any attempted or purported Transfer of this Note, or a portion
thereof, which does not comply with the provisions of this Section
10(b) shall be null and void ab initio and of no force and effect
whatsoever.
(c) Borrower shall treat the registered owner of this Note as the
absolute owner for purposes of receiving payment of, or on account
of, interest, principal and any other amounts due, and for all other
purposes. All payments of interest, principal and any other amounts
due hereunder shall be made to the registered owner identified as
Holder of this Note as of the applicable date of such payment, as set
forth in the Register.
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
11. Status of Holder. Holder, and it’s direct or indirect partners or
owners (if Holder is a pass through or similar entity for tax
purposes), is a “United States Person” as defined in Code §7701(a)
(30). In addition, Holder hereby represents and warrants that:
(a) Holder is the sole record owner of the Note as well as any
obligations evidenced by the Note in respect of which it is providing
the representations set forth in this Section 11;
(b) To the extent Holder is not treated as a partnership (or similar
flow through entity) for tax purposes, Holder is the sole beneficial
owner of the Note as well as any obligations evidenced by the Note
in respect of which Holder is providing the representations set
forth in this Section 11; and to the extent Holder is treated as a
partnership (or similar flow through entity) for tax purposes,
Holder’s direct and indirect partners are the sole beneficial owners
of the Note as well as any obligations evidenced by the Note in
respect of which Holder is providing the representations set forth
in this Section 11; and
(c) Holder has (and, as applicable, Holder’s direct and indirect
partners, if any, have) provided Borrower with the an IRS Forms W-9,
in each instance confirming that no backup withholding is required
with respect to the payments by Borrower under this Note. Holder
shall promptly notify Borrower at any time that (i) Holder
determines that it is no longer in a position to provide any
previously delivered IRS Form W-9, (ii) Holder is no longer able to
make any of the representations or warranties set forth in this
Section 11, or (iii) any of the representations or warranties set
forth in this Section 11 are no longer true. In addition, each such
party providing an IRS Form W-9 shall deliver such form promptly
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
upon the obsolescence or invalidity of any form previously
delivered by such party.
12. Backup Withholding. If Borrower is required by law to deduct
and withhold any taxes, withholdings or backup withholdings with
respect to any payments under this Note, then any amounts so
deducted, withheld and paid to the applicable governmental
authority shall be treated under this Note as timely paid to the
affected Holder.
13. Grant of Security Interest. As a condition for Holder to agree to
lend Borrower the funds contemplated herein, Borrower’s members
grant to Holder a security interest in the membership interests of
the Company, subject to the inter-creditor agreement between
Holder and other holders of notes similar in form to this Note. This
security interest is granted to secure the debt evidenced by this
Note and all costs and expenses incurred by Holder in the
collection of the debt.
14. Miscellaneous.
(a) Entire Agreement: Successors and Assigns. This Note, together
with the Note Purchase Agreement and other Note Transaction
Documents (as that term is defined in the Note Purchase
Agreement), constitutes the entire agreement between Borrower
and Holder relative to the subject matter hereof. Any previous
agreement between Borrower and Holder related to the subject
matter hereof is superseded by this Note. This Note and the
obligations hereunder may not be assigned or otherwise
transferred by Holder, whether voluntarily or involuntarily,
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
without the prior written consent of Borrower (which consent may
be given or withheld in Borrower’s sole and absolute discretion).
Any such attempted assignment or transfer will be void and of no
force or effect. The terms and conditions of this Note will inure to
the benefit of and be binding upon the respective successors and
permitted assigns of the parties hereto.
(b) Notices. Any notice, demand or request required or permitted to
be given under this Note will be in writing and will be deemed given
(i) when delivered personally (including by recognized national
or international courier),
(ii) when receipt is confirmed if sent by facsimile, or
(iii) ten (10) days after deposited in the mail, if mailed by
registered or certified mail, with postage prepaid, and addressed to
the parties as set forth below (or to such other address as either
Borrower or Holder will designate to the other by written notice:
If to holder If to Borrower:
Attention: PROPERTY PROS
Phone: fax #714-464-4347
",
"
Thursday, March 10, 2022
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
secured promissory note
Any payments due Holder hereunder will be made by check delivered
to the name and address of Holder as set forth in Section 14(b)
above, (ii) by wire transfer to a bank account designated by Holder,
or (iii) such other address or bank account as Holder will advise
Borrower in writing.
(d) Severability
If any provision of this Note, or the application of any such
provision to any person or circumstance, is held to be unenforceable
or invalid by any court of competent jurisdiction or under any
applicable law, Borrower and Holder will negotiate an equitable
adjustment to the provisions of this Note with a view to effecting, to
the greatest extent possible, the original purpose and intent of this
Note, and in any event, the validity and enforceability of the
remaining provisions of this Note will not be affected thereby.
(e) Headings.
The headings of the Sections of this Note are for convenience and
will not solely determine the interpretation of this Note.
IN WITNESS WHEREOF, Borrower has caused this Note to be signed
as of the date first written above.
PAYEE: PROPERTY PROS CAPITAL, LLC
For the sole purpose of granting the security interest described in
Section 13 hereof:
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10, 2022
THIS INTER CREDITOR AGREEMENT (this “Agreement”), dated as of
________________, is entered into by and among the individuals/entities
set forth on the signature pages appended to this Agreement
(referred to individually as a “Lender” and collectively referred to
as the “Lending Group”).
RECITALS
A.) Pursuant to that certain Confidential Private Placement
Memorandum dated September 7, 2021, and each related Note
Purchase Agreement (collectively, the “Offering Documents”), each
Lender and PROPERTY PROS CAPITAL, LLC, an Arizona limited
liability company (“Company”), have negotiated the terms and
conditions of separate Secured Promissory Notes (collectively, the
“Notes”). Company has agreed to secure its obligations under the
Notes by granting the Lending Group a security interest in its
membership interests (the “Collateral”).
B.) The Lending Group as a whole and each Lender individually
desire by this Agreement to establish each Lender’s relative rights
and priorities with respect to their secured interest and rights in
the Collateral and to agree to procedures for enforcing rights
against the Company’s membership interests in the event of default.
AGREEMENT
In consideration of the foregoing and for other good and valuable
consideration the receipt and sufficiency of which are hereby
expressly acknowledged, the parties hereby agree as follows:
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10, 2022
1. Incorporation of Recitals. The above stated recitals are
incorporated herein and made a part hereof by this reference.
2. Definitions. All capitalized terms used but not defined herein
shall have the meanings given to them in the Offering Documents.
3. Appointment of Lender Representative. The Lending Group may
elect to appoint a representative (the “Lender Representative”) to
act on behalf of the Lending Group, including delegation of the
authority to execute and deliver necessary documents and
agreements, and to perform ministerial duties on behalf of Lender.
4. Ratable Sharing of Collateral. Each Lender acknowledges and it
is the intent of the Lending Group that each Lender hereby agrees
(and each Lender has irrevocably advised and instructed Company to
recognize) that each Lender shall participate in a percentage of the
Collateral calculated as the ratio of each Lender’s participating
interest in the Notes (the “Participating Interest”) to the total
principal and interest owed at any time under the Notes.
5. Foreclosure. If an Event of Default as defined in the Notes (a
“Default”) shall have occurred and is continuing, those Lenders
holding a majority of the Participating Interests in the Notes shall
notify the Lender Representative of such Default and direct the
Lender Representative with the course of action to take in enforcing
the Lending Group’s rights and remedies under the Notes against the
Company and Collateral including foreclosing on the Collateral if
necessary. In the event of foreclosure on the Collateral, the
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10, 2022
Lender Representative shall cause title to vest in the names of each
Lender, with interests in the Collateral in accordance with its
Participating Interest. The Lending Group may also direct Lender
Representative to exercise any further rights or remedies under the
Notes. Any proceeds received from any such foreclosure, remedial
action, redemption or receivership proceeding related to the
Collateral shall be shared between the Lenders pari passu in a
manner proportionate to their interest in the Collateral at the time
of determination.
6. Application of payments with Respect to the Collateral. In the
event of any foreclosure, sale or other disposition of or realization
in any manner upon any of the Collateral, all monies or other
property collected or received by any Lender or the Lender
Representative with respect to the Collateral, in excess of the
amount paid to discharge liens upon the Collateral (if any), shall be
distributed by the collecting Lender or Lender Representative as
follows:
6.1. First: to the Lender Representative in the amount of, and to
apply to, the payment of reasonable costs and expenses incurred by
Lender Representative in connection with the administration and
enforcement of this Agreement, including the reasonable fees and
out-of- pocket expenses of counsel employed by the Lender
Representative to the extent that such fees, advances, costs and
expenses, shall not previously have been paid or reimbursed to the
Lender Representative;
6.2. Second: to the ratable, pari passu payment of any advances made
by any of the Lenders to satisfy any lien or other claim that may
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10, 2022
impair the Collateral, ratably according to the total amounts owing
to the respective Lenders as a result of such advances; and
6.3. Third: to each Lender, pari passu, in a manner proportionate to
its Participating Interests in the Collateral at the time of
determination until all indebtedness and other obligations owed by
Company under the Notes have been satisfied in full, then any
excess amount to Company.
7. Miscellaneous.
7.1. Amendments and Waivers. Any term of this Agreement may be
amended with the written consent of the parties or their respective
successors and assigns. Any amendment or waiver effected in
accordance with this Section 7.1 shall be binding upon the parties
and their respective successors and assigns.
7.2. Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance
with the laws of the State of Arizona, without giving effect to
principles of conflicts of law.
7.3. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10, 2022
7.4. Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient upon receipt,
when delivered personally or by a nationally-recognized delivery
service (such as Federal Express or UPS) or confirmed facsimile, or
forty-eight (48) hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address or
facsimile number as set forth below or as subsequently modified by
written notice.
7.5. Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance
with its terms.
7.6. Entire Agreement. This Agreement and the documents referred
to herein are the product of all of the parties hereto, constitute
the entire agreement between such parties pertaining to the subject
matter hereof and thereof, and merge all prior negotiations and
drafts of the parties with regard to the transactions contemplated
herein and therein. Any and all other written or oral agreements
existing between the parties hereto regarding such transactions are
expressly canceled.
",
"
INTER-CREDITOR AGREEMENT
Thursday, March 10th 2022
This Inter-creditor Agreement has been duly executed by the
undersigned as of the day and year written below:
Todays Date
Investors name Investors Signature
",
"
Receipt of funds Confirmation
Thursday, March 10, 2022
Thank you for your interest in
P RO PERTY PR O S C A PI TA L , LL C ,
A N A R IZ O NA LI M I T E D L I A BI L I T Y C OM P A NY
(the “Company”) offering of secured promissory notes (each, a
“Note”). The Company acknowledges receipt of the funds for the
purchase of a Note in the amount described below.
We value your trust and appreciate your investment. You should
receive a fully executed Note Purchase Agreement within 10
business days after funds have cleared.
Sincerely,
PROPERTY PROS CAPITAL, LLC
KENNETH WILSON
",
"
End of Paperwork for Application
Thursday, March 10, 2022